Every material Form 8-K Zimmer Biomet filed with the SEC in 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Zimmer Biomet reported third-quarter 2025 net sales of $2.001 billion, up 9.7% from a year earlier, and adjusted diluted EPS of $1.90, up 9.2%. GAAP diluted EPS was $1.16, down from $1.23, as net earnings fell to $230.9 million from $249.1 million, so shareholders see higher sales but lower reported profit. The company kept its full-year reported revenue and adjusted EPS guidance unchanged and narrowed its constant currency and organic revenue ranges.
Q3 net sales $2.001 billion, up 9.7% reported, 8.6% constant currency and 5.0% organic constant currency
GAAP diluted EPS $1.16 vs $1.23 a year earlier; adjusted diluted EPS $1.90, up 9.2%
Full-year 2025 adjusted diluted EPS guidance maintained at $8.10 to $8.30; reported revenue growth maintained at 6.7% to 7.7%
Organic constant currency revenue growth guidance narrowed to 3.5% to 4.0% from 3.5% to 4.5%
Zimmer Biomet reported second-quarter 2025 net sales of $2.077 billion, up 7.0% from a year earlier, and adjusted diluted EPS of $2.07, up 3.0%. GAAP diluted EPS fell to $0.77 from $1.18 as net earnings dropped to $152.8 million from $242.8 million, and the company cited higher acquisition-related and other costs. The company raised its full-year 2025 adjusted EPS guidance to $8.10-$8.30 from $7.90-$8.10 and tightened its reported revenue growth guidance to 6.7%-7.7%.
Q2 2025 net sales were $2.077 billion, up 7.0% on a reported basis and 2.8% on an organic constant currency basis.
GAAP diluted EPS was $0.77 versus $1.18 a year earlier; acquisition, integration and related charges were $78.9 million in the quarter.
Full-year 2025 adjusted diluted EPS guidance rose to $8.10-$8.30 from $7.90-$8.10.
Full-year 2025 reported revenue growth guidance was tightened to 6.7%-7.7% from 5.7%-8.2%.
On June 27, 2025, Zimmer Biomet entered a new five-year, $1.5 billion unsecured revolving credit facility and a new 364-day, $1.0 billion revolving credit facility, both with JPMorgan Chase Bank as administrative agent. The new agreements replaced the company's 2024 five-year and 364-day credit agreements, which were terminated, and the filing says the funds will be used for general corporate purposes.
Five-year $1.5 billion facility matures June 27, 2030, with two one-year extensions subject to lender consent; an uncommitted feature allows a request to increase it by up to $500.0 million.
364-day $1.0 billion facility matures June 26, 2026.
On June 27, 2025, the company borrowed $50.0 million under the five-year facility to repay part of the terminated 2024 five-year agreement; about $0.7 million was repaid with cash on hand.
Both agreements require a consolidated indebtedness to consolidated EBITDA ratio of no greater than 4.5 to 1.0, with a possible increase to 5.0 to 1.0 in connection with a qualified material acquisition.
At its May 29, 2025 annual meeting, Zimmer Biomet shareholders approved an amended 2009 Stock Incentive Plan that adds 10,000,000 shares and extends the plan to May 31, 2035. They also approved a charter amendment that limits personal monetary liability for certain officers for breach of the duty of care. The changes expand the share pool available for equity awards and alter officer liability protections for shareholders.
The amended stock incentive plan adds 10,000,000 shares and extends its term three years to May 31, 2035; the plan passed with 154,414,891 votes for and 13,644,592 against.
The charter amendment limiting certain officers' personal liability passed with 149,159,508 votes for and 18,926,602 against.
Shareholders elected ten directors for one-year terms ending at the 2026 annual meeting.
PricewaterhouseCoopers LLP was ratified as independent registered public accounting firm for 2025, with 173,729,736 votes for and 7,965,373 against.
Zimmer Biomet reported first-quarter 2025 net sales of $1.909 billion, up 1.1% from a year earlier, and GAAP diluted EPS of $0.91 versus $0.84. Adjusted diluted EPS was $1.81, down from $1.94 in the prior-year period. The company raised its full-year reported revenue guidance to 5.7% to 8.2%, mainly to include the Paragon 28 acquisition, but lowered its adjusted EPS guidance to $7.90 to $8.10 from $8.15 to $8.35.
Q1 net sales were $1.909 billion, up 1.1% reported and 2.3% in constant currency.
GAAP diluted EPS was $0.91 versus $0.84 a year earlier; adjusted diluted EPS was $1.81 versus $1.94.
2025 reported revenue change guidance rose to 5.7% to 8.2% from 1.0% to 3.5%, including Paragon 28.
2025 adjusted EPS guidance fell to $7.90 to $8.10 from $8.15 to $8.35, including Paragon 28, currency and tariff proposals.
Zimmer Biomet said Chairman Christopher Begley will retire from the Board at the 2025 Annual Meeting on May 29, 2025, under the company's mandatory director retirement policy. CEO Ivan Tornos will become Chairman on that date, and Michael Farrell will become Lead Independent Director, with the Board reducing its size to ten members. The filing reports no changes to financial results or guidance.
Christopher Begley, Non-Executive Chairman since August 2023, will retire at the May 29, 2025 Annual Meeting under the mandatory retirement policy.
Ivan Tornos, President and CEO, will become Chairman of the Board effective May 29, 2025.
Michael Farrell, a Board member since 2014, will become Lead Independent Director.
The Board will reduce its size to ten members effective upon the expiration of Mr. Begley's term.
Zimmer Biomet completed the issuance of $600 million of 4.700% notes due 2027, $550 million of 5.050% notes due 2030 and $600 million of 5.500% notes due 2035, adding $1.75 billion of direct debt. The 2030 and 2035 notes must be redeemed at 101% of principal, plus accrued interest, if the pending Paragon 28 acquisition is not completed on time or is terminated, so their repayment depends on that deal.
The 2027 notes mature February 19, 2027, the 2030 notes February 19, 2030 and the 2035 notes February 19, 2035.
Interest is payable semi-annually on February 19 and August 19, starting August 19, 2025.
The 2030 and 2035 notes carry a special mandatory redemption at 101% of principal if the Paragon 28 merger is not completed by November 28, 2025 (extendable to January 28, 2026) or the merger agreement is terminated.
The notes were issued under a Twelfth Supplemental Indenture dated February 19, 2025, to a base indenture dated November 17, 2009, with Computershare Trust Company, N.A. as trustee.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Zimmer Biomet filing is on SEC EDGAR ↗. 8-K briefs of other companies →